U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from _________ to ___________ Commission file number: 0-25097 ADVANCED 3-D ULTRASOUND SERVICES, INC. (Exact Name of Small Business Issuer in Its Charter) Florida 65-0783722 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7732 N. Mobley Drive, Odessa, FL 33556 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (813) 926-3298 ------------- Check whether the issuer:(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. APPLICABLE ONLY TO CORPORATE ISSUERS The number of shares of the registrant's common stock, par value $.0001 per share, outstanding as of September 30, 2004, was 198,063. Transitional Small Business Disclosure Format (Check one): No Part I Item 1- Financial Information ADVANCED 3-D ULTRASOUND SERVICES, INC. FINANCIAL STATEMENTS September 30, 2004 ADVANCED 3-D ULTRASOUND SERVICES, INC. BALANCE SHEET September 30, 2004 (unaudited) ASSETS Current assets Cash $ 1,893 Property and equipment, net 4,477 Total Assets --------------------- $ 6,370 ===================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 30,397 Stockholders' equity Common stock; $.0001 par value; 50,000,000 shares authorized; 198,063 shares issued and 20 outstanding Paid-in capital 8,968,303 Accumulated deficit (8,992,350) --------------------- Total stockholders' equity (24,027) Total Liabilities and Stockholders' Equity --------------------- $ 6,370 ====================
The accompanying notes are an integral part of these financial statements.
ADVANCED 3-D ULTRASOUND SERVICES, INC. STATEMENTS OF OPERATIONS Three Months Ended September 30, Nine Months Ended September 30, 2004 2003 2004 2003 (unaudited) (unaudited) (unaudited) (unaudited) Revenues $ - $ - $ - $ - ---------------- ----------------- -------------- ---------------- Expenses Selling, general and administrative 244,605 34,009 395,447 153,862 ---------------- ----------------- -------------- ---------------- Total expenses 244,605 34,009 395,447 153,862 Other income (expense) Interest expense - - (137) (9) ---------------- ----------------- -------------- ---------------- Total other income (expense) - - (137) (9) ---------------- ----------------- -------------- ---------------- Net loss $ (244,605) $ (34,009) $ (395,584) $ (153,691) ================ =========== ========= =========== Loss per common share $ (1.33) $ (0.31) $ (2.64) $ (1.51) ================ =========== ========= =========== Weighted average common shares outstanding 184,470 109,150 149,973 101,872 ================ =========== ========= ===========
The accompanying notes are an integral part of these financial statements.
ADVANCED 3-D ULTRASOUND SERVICES, INC. STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2004 2003 (unaudited) (unaudited) Cash flows from operating activities Net loss $ (395,584) $ (153,691) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 283 - Stock issued to consultants 175,500 15,000 (Increase) decrease in accounts payable and accrued expenses (3,549) 5,530 Total adjustments --------------- --------------- 172,234 20,530 Net cash used in operating activities --------------- --------------- (223,350) (133,161) Cash flows from investing activities Purchase of equipment (4,760) - Cash flows from financing activities Proceeds from sale of common stock 230,000 126,300 Net increase (decrease) in cash --------------- ---------------- 1,890 (6,861) Cash, beginning of period 3 6,998 Cash, end of period --------------- ---------------- $ 1,893 $ 137 =============== ================
Supplemental disclosures of noncash investing and financing activities: The Company issued stock amounting to $175,500 and $15,000 to consultants for the nine months ended September 30, 2004 and 2003, respectively. Supplemental disclosures of cash flow information: The Company paid $137 and $9 in interest and $0 in taxes for the nine months ended September 30, 2004 and 2003, respectively. The accompanying notes are an integral part of these financial statements. The information presented herein as of September 30, 2004, and for the three and nine-months ended September 30, 2004 and 2003, is unaudited. (1) Basis of Presentation: The accompanying financial statements of Advanced 3-D Ultrasound Services, Inc. (the Company) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal required adjustments) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the financial statements and footnotes included in the Company's annual report of Form 10-KSB for the year ended December 31, 2003. Net loss per common share is computed in accordance with the requirements of Statement of Financial Accounting Standards No. 128 (SFAS 128). SFAS 128 requires net loss per share information to be computed using a simple weighted average of common shares outstanding during the periods presented. In computing diluted loss per share, warrants exercisable into common shares were excluded because the effect is antidilutive. (2) Stock Transactions: During the nine months ended September 30, 2004, the Company sold 46,000 shares of common stock for cash of $230,000. During the nine months ended September 30, 2003, the Company sold 21,050 shares of common stock for cash of $126,300. On February 1, 2003, the Company entered into a consulting agreement with an individual to investigate a potential business opportunity for a period of ninety days. In exchange for services, the consultant received $10,000 and 2,500 common shares. The Company recognized an expense of $15,000 related to the shares issued which represents the market value of the shares. In August 2004, the Company entered into consulting agreements with six different individuals to provide consulting services for one year in exchange for common stock. The consultants each received 5,850 common shares valued at $29,250, totaling $175,500. (3) Going Concern: As shown in the accompanying financial statements, the Company has incurred recurring losses from operations and at September 30, 2004, the Company's cash balance was $1,893 and its current liabilities exceeded its current assets by $28,504. Management has taken several actions to ensure that the Company will continue as a going concern through September 30, 2005, including obtaining written commitments from certain officers of the Company to fund future operations as needed. In addition, the Company expects to continue to receive funds from the sale of its common stock. Management believes that these actions will enable the Company to continue as a going concern through September 30, 2005. There can be no assurance, however, that the Company will raise funds from the sale of its securities beyond those disclosed in these financial statements. Item 2. Management's Discussion and Analysis or Plan of Operation PLAN OF OPERATION The Company's plans include developing a profitable business in 3-D fetal photography. On February 1, 2003, the Company entered into a consulting agreement with an individual to investigate this potential business opportunity for a period of ninety days. In exchange for these services, the consultant received $10,000 and 2,500 common shares. Currently the Company is actively pursuing the business of 3-D fetal photography. 3-D fetal photography provides clear color photographs of an unborn child. The Company believes recent improvements make this technology practical and desired by parents. In response to the Companys' decision to pursue this business venture, the Company received shareholder approval to pursue this venture and therefore changed its name to Advanced 3-D Ultrasound Services, Inc. at its shareholders meeting on May 2, 2003. The Company is currently working on the plans for opening its first 3-D fetal photography center. The Company entered into a lease for its first center in May 2004. However, due to problems with the landlord improvements and the space, this lease was cancelled during the 3rd quarter of 2004. Additionally, the company has determined the specifications for the equipment it will need and has identified the sources of the equipment. Potential employees have been identified to operate the center. The Company has launched a web site to educate consumers on the opportunity for 3-D photographs of their baby. The website address is www.3dbabyphotos.com. The web site is in its early stages but it displays example images and answers questions about the service and provides general information about 3-D fetal photography. The Company entered into a lease for its corporate offices. The lease was an operating lease for six months and it commenced March 18, 2004. The total rent for the six months is $3,600. This lease was also cancelled during August 2004. The company's officers are working out of home offices at this time. In August 2004 the Company entered into consulting agreements with six individuals. These individuals will provide consulting services in the areas of marketing, business planning and legal services for a period of one year. The consultants each received 5,850 shares of common stock in exchange for their services. The Companies' plans to develop a profitable 3-D fetal photography business will require additional funds. In 2002, the Company adopted a subscription agreement to raise $300,000 of which $200,000 was to be used for fetal photography development and $100,000 for working capital. From September 2002 through December 2002, the Company received $138,730 from sales of common stock, of which $35,000 was from one of the new officers who is a major stockholder. This initial funding was used primarily to pay off debts and to fund minimal administrative costs. In 2003, the Company received $164,300 from sales of common stock. This funding was used to fund administrative costs and to fund the consulting agreement noted in a preceding paragraph. The Company plans to fund its near-term operations through additional sales of common stock. In January 2004, the Company issued a private placement memorandum to issue up to 1,000,000 common shares at $5.00 per share to raise up to $5,000,000 to develop and operate imaging centers to provide ultrasound pictures of fetuses. These centers will be for elective, non-diagnostic purposes and will be located in commercial office parks, malls and shopping centers. The funds raised will be used for development costs, equipment, salaries, marketing and future public offering costs. In the first three quarters of 2004, the Company received $230,000 from sales of common stock. Approximately 90% of this funding has been spent on development costs, salaries and other administrative costs. Item 3. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. The Company's principal executive officer and principal financial officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-14(c)) within 90 days prior to the filing of this report, has concluded that, based on such evaluation, the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-QSB was being prepared. (b) Changes in internal controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses in the Company's internal controls. Accordingly, no corrective actions were required or undertaken. Part II. Item. 2. Changes in Securities From June 30, 2004, to September 30, 2004, Registrant sold a total of 12,000 common shares for a cash purchase price of $5.00 per share as follows: Number Common Per Share Name Shares Purchased Date Price Evelyn Malone-Stephens and Connie Malone, JTWROS 2,000 07-01-04 $5.00 Denno Family Limited Partnership 5,000 07-02-04 $5.00 Richard T. Fisher 5,000 07-02-04 $5.00 All sales were made pursuant to Section 4(2) of the 1933 Act. The proceeds of the sale of these securities $60,000 were used to provide operating capital. From June 30, 2004, to September 30, 2004, Registrant transferred a total of 35,100 common shares in exchange for consulting services as follows: Number Common Per Share Name Shares Purchased Date Price Ray Cibischino 5,850 08-06-04 $5.00 Catherine Roberts 5,850 08-06-04 $5.00 Martin White 5,850 08-06-04 $5.00 Mark Dolan 5,850 08-04-04 $5.00 Alvin Ferer 5,850 08-06-04 $5.00 Dan Witherspoon 5,850 08-06-04 $5.00 Item 6. Exhibits and Reports on Form 8-K Exhibits Exhibit Description Number (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession................................None (4) Instruments defining the rights of holders, including Indentures None (10) Material contracts ...................................................None (11) Statement re: computation of per share earnings............... ...Note 1 to Financial Statements (15) Letter re: Unaudited Interim Financial Information....................None (18) Letter on change in accounting principles.............................None (19) Report Furnished to Security Holders .................................None (22) Published report regarding matters submitted to vote..................................................................None (23) Consents of Experts and Counsel.......................................None (24) Power of Attorney.....................................................None (99) Additional Exhibits...................................................None 99.1 Certification of CEO and CFO........................................* 99.2 Section 1350 certification * * Filed herewith (b) REPORTS ON FORM 8-K: None SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ADVANCED 3-D ULTRASOUND SERVICES, INC. Dated: November 4, 2004 By: /s/ David Weintraub -------------------------- David Weintraub Chief Executive Officer Chief Financial Officer